UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
___________________
FORM
8-K
___________________
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of report (Date
of earliest event reported): December
29,
2008
___________________
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SunPower
Corporation
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(Exact
Name of Registrant as Specified in
Charter)
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___________________
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Delaware
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001-34166
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94-3008969
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
No.)
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Identification
No.)
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3939
North First Street, San Jose, California 95134
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(Address
of Principal Executive Offices) (Zip
Code)
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Registrant’s
telephone number, including area code: (408) 240-5500
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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___________________
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Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction
A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01 Other Events
On
December 29, 2008, SunPower Corporation (the “Company”) reported the common
stock price conversion test results of its convertible debentures for the
quarters ending September 28, 2008 and December 28, 2008. The test results cover
the approximately $199 million aggregate principal amount of its 1.25% senior
convertible debentures due 2027 (the “1.25% debentures”) and the $225 million
aggregate principal amount of its 0.75% senior convertible debentures due 2027
(the “0.75% debentures”).
For the fiscal quarter ending September
28, 2008, the test was met when the closing price of the Company’s class A
common stock equaled or exceeded $70.94, or 125% of the conversion price for the
1.25% debentures, for at least 20 of the last 30 trading days
during the quarter. Accordingly, pursuant to the terms of the
applicable indenture and first supplemental indenture, the 1.25% debentures
became convertible at the holders’ option during the quarter ending December 28,
2008. As of close of business on December 26, 2008, holders of
approximately $1 million aggregate principal amount of the 1.25% debentures had
exercised their right to convert the debentures.
For the
fiscal quarter ending December 28, 2008, the common stock price conversion
tests was not met for either outstanding series of debenture, as the class A
common stock closing price did not equal or exceed $70.94 and $102.80 for the
1.25% debentures and 0.75% debentures, respectively, for at least 20 of the last
30 trading days of this quarter. Therefore, the two outstanding
series of debentures will not be convertible based on this trigger during the
fiscal quarter ending on March 29, 2009. The Company intends to
re-classify approximately $199 million aggregate principal amount of the 1.25%
debentures from short-term debt to long-term debt on its December 28, 2008
balance sheet. If the common stock price conversion tests are met in a
subsequent quarter, either or both of the outstanding series of debentures may
again be re-classified as short-term debt.
The disclosure above is qualified in
its entirety by the text of the applicable indenture, first supplemental
indenture and second supplemental indenture, which describe in further detail
all of the conversion features of the debentures and which were filed on
February 8, 2007 and July 26, 2007 with Securities and Exchange Commission as
exhibits to the Company’s Current Reports on Form 8-K.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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SUNPOWER
CORPORATION
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Date:
December 29, 2008
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By:
/s/ Dennis V. Arriola
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Name:
Dennis V. Arriola
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Title:
Senior Vice President and Chief Financial
Officer
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